UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
| Concurrent Computer Corporation |
(Name of Issuer)
| Common Stock, par value $0.01 |
(Title of Class of Securities)
| 206710402 |
(CUSIP Number)
| Karen Singer 212 Vacarro Drive Cresskill, NJ 07626 (201) 750-0415 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| June 27, 2012 |
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| 1 | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP 206710402 |
| (1) |
Name of reporting persons
KAREN SINGER | |||||
| (2) | Check the appropriate box if a member of a group* (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
UNITED STATES OF AMERICA | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
543,637 | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
543,637 | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
543,637 | |||||
| (12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
| (13) |
Percent of class represented by amount in Row (11)
6.3% | |||||
| (14) |
Type of reporting person
IN | |||||
| CUSIP 206710402 |
| (1) |
Name of reporting persons
Lloyd I. Miller, III | |||||
| (2) | Check the appropriate box if a member of a group* (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
PF-AF-OO | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
UNITED STATES OF AMERICA | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
467,939 | ||||
| (8) | Shared voting power
-0- | |||||
| (9) | Sole dispositive power
467,939 | |||||
| (10) | Shared dispositive power
-0- | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
467,939 | |||||
| (12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
| (13) |
Percent of class represented by amount in Row (11)
5.4% | |||||
| (14) |
Type of reporting person
IN | |||||
SCHEDULE 13D/A3
This constitutes Amendment No. 3 to the statement on Schedule 13D (the “Amendment No. 3”) filed on behalf of Karen Singer (“Singer”), as trustee of Singer Children’s Management Trust (the “Trust”), and Lloyd I. Miller, III (“Miller”), dated and filed May 25, 2012 (the “Statement”), relating to the common stock, $0.01 par value (the “Common Stock”), of Concurrent Computer Corporation (the “Issuer”). Each of Singer and Miller is referred to herein as a “Reporting Person” and collectively as the “Reporting Persons. The address of the principal executive offices of the Issuer is 4375 River Green Parkway, Suite 100, Duluth, GA 30096. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.
| Item 4. | Purpose of Transaction. |
Item 4 of the Statement is hereby amended and restated in its entirety as follows:
As set forth in Exhibit 99.1 to the Statement, on May 24, 2012, the Reporting Persons formed a “group” (the “Group”) for the purposes of (i) delivering a letter (the “Letter”) to the Issuer’s Board of Directors (the “Board”) asking the Board to convene a meeting between the Board and the members of the Group to discuss the means by which the Issuer may be able to maximize value for all of the Issuer’s shareholders, (ii) if the Issuer failed to respond to the Group’s satisfaction, taking certain steps as the Group deemed necessary and appropriate, (iii) engaging in discussions with the Board and management of the Issuer, and (iv) taking other actions for the purpose of influencing the corporate governance of the Issuer.
As set forth in Amendment No. 1 to the Statement, on June 20, 2012, the Reporting Persons sent a letter (the “June 20 Letter”) to the Board requesting a meeting to discuss the appointment of shareholder representatives to the Board. A copy of the June 20 Letter is attached as Exhibit 99.2 to Amendment No. 1 to the Statement.
As set forth in Amendment No. 2 to the Statement, representatives of the Reporting Persons recently held a telephonic meeting with the Board. During this meeting, the Board assured the representatives of the Reporting Persons that the Board would be expanded by two (2) seats and that it would consider the Reporting Persons’ nominees for such Board positions. The Reporting Persons proposed two (2) nominees to serve as shareholder representatives on the Board. Attached as Exhibit 99.3 to Amendment No. 2 to the Statement are the resumes for such proposed Board nominees.
On June 27, 2012, the Reporting Persons proposed an additional nominee to serve as a shareholder representative on the Board. Attached as Exhibit 99.4 hereto is the resume for such proposed Board nominee. As set forth in Amendment No. 2 to the Statement and herein, the Board previously assured the representatives of the Reporting Persons that it would consider the Reporting Persons’ Board nominees. If the Board does not expeditiously respond to the Reporting Persons’ nominations described herein and confirm that it will recommend appointment of two (2) of the Reporting Persons’ nominees to the Board, the Reporting Persons intend to formally nominate such nominees for appointment at the annual meeting of the Issuer’s stockholders.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)—(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis and engage in discussions with management and the Board concerning the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry
conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Letter, dated May 24, 2012, from Karen Singer and Lloyd I. Miller, III to the Board of Directors of the Issuer (incorporated by reference from the Statement) |
| 99.2 | Letter, dated June 20, 2012, from Karen Singer and Lloyd I. Miller, III to the Board of Directors of the Issuer (incorporated by reference from Amendment No. 1 to the Statement) |
| 99.3 | Resumes of Robert M. Pons and Dilip Singh (incorporated by reference from Amendment No. 2 to the Statement) |
| 99.4 | Resume of Patrick J. Bennett |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated June 27, 2012
| KAREN SINGER | ||
| By: | /s/ Karen Singer | |
| Lloyd I. Miller, III | ||
| By: | /s/ Lloyd I. Miller, III | |
Exhibit 99.4
Patrick J. Bennett
| 11508 Hunters Run Drive | Office: (410) 527-0207 | |
| Cockeysville, MD 21030 | Mobile: (410) 971-3302 |
CAREER PROFILE:
Executive-Level Management Professional with a proven record of building high-performance executive teams capable of delivering significantly improved results in complicated and challenging business environments, in both public and private companies. A strategic visionary with a clear sense of purpose and urgency when faced with diverse situational challenges. Skilled at leveraging, or establishing, operational excellence within culturally diverse environments, translating conceptual models into specific growth strategies, and planning/executing multi-faceted strategic plans that results in improved market share, gross revenue and profitability. Substantial experienced in dealing with financial markets, the Federal Communications Commission and Congress.
PROFESSIONAL EXPERIENCE:
| CEO Strategies Group | February 2011 – Present | |
| President & Founder |
Private consulting group dedicated to helping CEO’s of public and privately held small businesses, develop and execute a strategy to achieve the CEO’s vision. Leading a team of four professionals we work with the CEO and his or her management team to validate the company’s vision and build a detail plan to achieve that vision. We then work side by side with management to ensure successful execution. Key client segments include private equity, telecom, IT and mobile applications.
| Covad Communications – San Jose, CA | April 2008 – January 2011 | |
| President & CEO |
Responsible for the transition from a public company to a private company and the development of a long term business strategy to reach and maintain profitability. Reorganized the business to improve operating efficiency and strengthen go-to-market value proposition. Developed and executed a three year plan that reversed revenue loss while dramatically improving profitability. Greatly improved financial performance allowed the business to acquire and integrate two competitors into a single, highly competitive and profitable business entity with revenue in excess of $700MM.
| Covad Communications – San Jose, CA | October 2001 – April 2008 | |
| Executive Vice President Strategic Imperatives |
Responsible for the development and execution of Strategic Imperatives
| v | 2005 – 2008 Developed wireless business model and launched wireless technical trial, acquired NextWeb Wireless in 2/06 (10MM in revenue). Integrated business grew to $17 million over two years while improving EBITDA by 70%. |
| v | 2004—Developed VoIP business model and oversaw the acquisition and integration of GoBeam, Inc. Launched Hosted VoIP solution in ninety-five markets by end of 2004 with $35MM run-rate for 2005 |
| Resume of Patrick J. Bennett |
Page 2 |
| v | 2001 – 2003 Developed direct business model, Covad Business Solutions, increased revenue from $8MM to $104MM |
| Tessco Technologies – Timonium, MD | February 2001 – October 2001 | |
| Senior Vice President – Product Development & Marketing |
Responsible for the reorganization of Product and Marketing organization to improve revenue and decrease operating expense
| v | Developed new marketing structure to drive greater responsibility and accountability in individual markets. This resulted in a 4% revenue increase over six months and an 11% increase in the overall run rate. |
| v | Developed new distribution model, which led to the acquisition of VoiceStrem’s Cellular Accessory business valued at $35MM per year |
| Cambridge Positioning System – Cambridge, England | June 2000 – February 2001 | |
| President – North American Operations |
Responsible for the establishment and management of US operations for this start-up positioning technology company
| v | Established and managed “proof of concept” technical trial in Houston, TX |
| v | Instrumental in establishing the credibility of CPS technology with the FCC |
| v | Signed $3MM technology development contract with AT&T wireless |
| Rogers AT&T Wireless – Toronto, Canada | March 1998 – June 2000 | |
| Executive Vice President & Chief Operating Officer |
Responsible for all aspects of sales, marketing and operations of this 1.4 billion dollar national cellular provider.
| v | Year one – EVP National Sales – Negotiated and settled numerous dealer lawsuits and disputes allowing for broader distribution. Realigned business into regional structure to improve speed to market and execution. These efforts enabled the company to go from fourth to first in new customers growth within one year |
| v | Launched the first, carrier based, pre-paid product that allowed North American roaming resulting in 50,000 new customer in one year |
| v | Year two – EVP COO – Played key role in AT&T investment of 1.2 billion dollars in Rogers Cellular |
| v | Led effort to establish more balanced regional/national business model that reduced operating expense by 8%, while increasing customer satisfaction by 6% and revenue by 12% |
| Sprint PCS – Washington/Baltimore | January 1998 - March 1998 | |
| Area Vice President |
Transferred from Philadelphia after Sprint PCS acquired full ownership of American Personal Communication
| v | Oversaw transition into Sprint PCS organization while launching new CDMA network |
| v | Full operational and P&L responsibility over existing customer base of 250,000 and 136 million in revenue |
| Sprint PCS – Philadelphia, PA | May 1996 – December 1998 | |
| Area Vice President |
Responsible for build-out and market launch of Philadelphia, Sprint PCS’s third largest market
| Resume of Patrick J. Bennett |
Page 3 |
| v | Represented Sprint PSC at numerous site zoning hearings to facilitate network build-out |
| v | Recruited and hired entire management team while overseeing the selection and building of the MTA office and six retail stores |
| v | Successfully launched market on time and 16% under budget. Continually build sale month to month while achieving the lowest churn rate in the Northeast region |
| v | Selected as one of two AVP’s to be part of the management committee responsible for restructuring national marketing plan to improve fourth quarter sale |
| Cellular One – Washington/Baltimore | 1993 – 1996 | |
| Vice President Sales & Marketing |
Responsible for all marketing and sales activities including P/L responsibility for a 30 million dollar operating budget
| v | Increased penetration rate from 1.2% in 1993 to 2.1% in 1994, and 1.9% in 1995 |
| v | Increased points of distribution by 50% while lowering acquisition cost by 20% over the same period |
| v | Shifted distribution from 87% agent, 3% direct, 10% retail; to 50% agent, 23% direct, 23% retail. |
| Communications Electronics, Inc., Timonium, MD | 1989 – 1993 | |
| President/General Manager |
Responsible for full P&L, long-term planning, including development of marketing/business plan, and operating budget
| v | Increased sales staff, product lines, and services while reducing operating cost and increasing sales by $800,000 in 10 months |
| v | Increased sales during four-year period for $3.6 million to $11.2 million and improved profit margin by 7% |
| American Beeper Associates, Columbia, MD | 1985 – 1989 | |
| Vice President/General Manager |
(Recognized as the “Best Run Paging company in the U.S. 1988” by Mobile Communications Magazine)
| v | Developed original marketing plan and sales strategy. |
| v | Recruited, hired, and trained original management team. |
| v | Successfully launched company, developed key accounts, and achieved first year sales of more than $1.8 million. |
| v | Full P&L responsibility; led company to second year sales performance of $4.1 million, and $6.6 million in year three. |
| Metromedia, Baltimore, MD | 1982 – 1985 | |
| Regional Sales Manager |
| v | Baltimore Area Sales Manager for American Teleservices prior to corporate acquisition by Metromedia. |
| v | Retained by new owner and promoted to Regional Sales Manager responsible for planning, initiating, and leading sales, marketing and telemarketing programs for the Baltimore/Washington region. |
| v | Directed staff of 18 sales and customer service personnel, designed, and led effective sales training programs. |
| v | Developed a major account program to improve product mix sold and decrease churn. Increased sales in excess of 15% each year. |
| Resume of Patrick J. Bennett |
Page 4 |
PROFESSIONAL ACTIVIITIES:
| • | Member of Board of Directors Livewire Mobile |
| • | Member of Board of Directors Eastern Technology Council |
| • | Member of Board of Directors Philadelphia Development Corporation |
| • | Member Board of Directors Baltimore Council Boy Scouts of America |
| • | Member Greater Baltimore Committee |
| • | Member Washington Board of Trade |
| • | Member Marketing Advisory Board Loyola College |